Second Priority Security Interest Sample Clauses

Second Priority Security Interest. The parties hereto agree and acknowledge that, to secure the obligations of the Borrower and the Subsidiary Guarantors to Xxxxx under Section 6 hereof (the "SUBORDINATED OBLIGATIONS"), (A) the Borrower and the Subsidiary Guarantors shall xxxxx Xxxxx a security interest in the same collateral (the "COLLATERAL") in which the Borrower and the Subsidiary Guarantors shall grant the Agent and the Banks a security interest pursuant to the Security Documents (as defined in the Credit Agreement) other than the Guaranty, which security interest shall be evidenced by security agreements, pledge agreements, financing statements and other documents, all in form and substance satisfactory to Xxxxx and the Agent and identical to the Security Agreement is all material respects, (collectively, the "XXXXX SECURITY DOCUMENTS"), (B) the security interests created in favor of Xxxxx by the Xxxxx Security Documents shall be junior in priority to the security interests created in favor of the Agent and the Banks by the Security Documents to secure the Senior Debt and (C) notwithstanding Section 5.2(h) or any other provision of the Credit Agreement to the contrary, neither the grant nor the perfection of security interests by the Borrower and the Subsidiary Guarantors pursuant to the Xxxxx Security Documents, in and of itself, constitutes, or will constitute, a default under the Credit Agreement.
Sample 1
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Second Priority Security Interest. Subject to the last paragraph of this Section 2.2, as collateral security for the payment and performance in full of all the Secured Obligations relating to the Securities, each Issuer hereby pledges and grants to the Collateral Agent for its benefit and for the benefit of the holders of the Securities, a second priority lien (subject only to the existing liens held by Wyeth in the Second Lien Collateral) on and security interest in and to all of the right, title and interest of such Issuer in, to and under the Second Lien Collateral, wherever located, whether now existing or hereafter arising or acquired from time to time, which Second Lien Collateral includes, but is not limited to:
Sample 1
Second Priority Security Interest. This Agreement creates a valid second priority security interest in the Collateral (subject to the Intercreditor Agreement and Liens expressly permitted under clauses (1), (7), (11), (17), (26) and (32) of the definition of “Permitted Liens” in the Indenture), enforceable against each Grantor and all third parties (subject to the Intercreditor Agreement) and securing the payment of all Notes Obligations and all of the other Parity Lien Obligations of any Obligor (all such Notes Obligations and other Parity Lien Obligations, collectively, being the “Secured Obligations”).
Sample 1
Second Priority Security Interest. The pledge of Pledged Securities pursuant to this Agreement, the delivery to Collateral Trustee of the certificates representing the Pledged Securities accompanied by stock powers duly executed in blank and the filing of appropriate financing statements in the relevant locations create a valid and perfected second priority security interest in the Collateral (subject to the Intercreditor Agreement and Liens expressly permitted under clauses (1), (7), (14), (17), (25), (30) and (32) of the definition of “Permitted Liens” in the Indenture), enforceable against Pledgor and all third parties (subject to the Intercreditor Agreement) and securing the payment of all Notes Obligations and all of the other Parity Lien Obligations of any Obligor (all such Notes Obligations and all such other Parity Lien Obligations, collectively, being the “Secured Obligations”). Collateral Trustee acknowledges that pursuant to the Security Documents associated with the Senior Secured Credit Agreement, Pledgor is required to deliver to the Priority Lien Agent (as defined in the Intercreditor Agreement) any certificates representing the Pledged Securities, accompanied by stock powers duly executed in blank, and that the Intercreditor Agreement governs the rights of Collateral Trustee with respect to such certificates and stock powers that have been so delivered to the Priority Lien Agent.
Sample 1
Second Priority Security Interest. Of even date herewith, the Debtor is executing a certain Security Agreement (the "First Priority Security Agreement") in favor of State Street Bank and Trust Company, as Trustee and Secured Party, to secure, among other things, the indebtedness outstanding under the Indenture and the Senior Secured Notes. The liens evidenced by this Agreement shall be inferior and subordinate to the liens and security interests granted by Debtor pursuant to the provisions of the First Priority Security Agreement, which liens and security interests shall be first priority (subject to Permitted Encumbrances).
Sample 1

Related to Second Priority Security Interest

  • Perfected First Priority Liens (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • Valid Security Interest This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Property in favor of the Issuer, which is prior to all other Liens, other than Permitted Liens, and is enforceable against creditors of and purchasers from the Depositor.

  • Security Interest/Priority This Security Agreement creates a valid security interest in favor of the Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

  • Security Interest This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller.

  • Security Interest and Collateral In order to secure the payment and performance of the Secured Obligations, the Debtor hereby grants to the Secured Party a security interest (herein called the “Security Interest”) in and to the following property (hereinafter collectively referred to as the “Collateral”): SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.

  • Security Interest in Collateral The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.

  • Perfected Security Interest On the Closing Date, after giving effect to the filing of the FAA Filed Documents and the Financing Statements, Mortgagee shall have received a duly perfected first priority security interest in all of Owner's right, title and interest in the Aircraft, subject only to Permitted Liens.

  • Pledge and Security Interest Each Pledgor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Pledgees, and grants to the Pledgees a continuing first priority security interest in, a first lien upon and a right of set-off against, all of its respective rights, titles and interests of whatsoever kind and nature in (the “Security Interest”), and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the obligations pursuant to the Notes, the following (collectively, the “Pledged Collateral”):

  • Lien 22.1. The Company shall have a general lien on all funds held by the Company on the Client’s behalf until the satisfaction of the Client’s obligations.

  • Collateral; Security Interest (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents as exclusive bailee and agent for the Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) each to the effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.

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